Court Of Appeal Summaries (November 3 – 7, 2025) - Civil Law

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Following are our summaries of the civil decisions of the Court of Appeal for Ontario for the week of November 3, 2025.

In Binance Holdings Limited v. Ontario Securities Commission, the Court concluded that the summons issued in an OSC investigation of a cryptocurrency exchange was unconstitutionally overbroad and constituted an unreasonable seizure because it compelled communications far beyond what may be relevant to a properly authorized inquiry. The Court set aside the summons, ordered the return of the documents produced under the summons, and left it open to the investigator to issue a Charter‑compliant summons.

In Davies v Jane, the Court partly allowed an appeal from a trial judgment that set aside a separation agreement under section 56(4) of the Family Law Act. The Court concluded that there was no basis to invalidate the separation agreement in its entirety, as the wife had not demonstrated prejudicial financial nondisclosure, lack of understanding, or any contractual vitiating factor. However, applying the Divorce Act and the Miglin framework, the Court did partly set aside the separation agreement, removing a cohabitation clause. The Court upheld the amount of support awarded by the trial judge on an indefinite basis, but reduced the amount of life insurance the husband had to buy to secure his spousal support obligation to the amount that had been negotiated in the separation agreement.

In Bello v. Hamilton (City), the Court allowed the appeal from a summary judgment that dismissed a claim against the municipality under s. 44(8) of the Municipal Act. The Court found the motion judge applied the wrong legal test by focusing on the reasonable foreseeability of a cyclist using the portion of the road where the accident occurred rather than on determining whether that portion of road was "commonly and habitually used by the public for the purpose of travel."

The Ontario Court of Appeal in Alyange Holdings Inc. v. Dewdney Mountain Farms Ltd. affirmed a Superior Court order enforcing a 2022 settlement agreement tied to Alyange's second mortgage, rejecting the appellants' attempt to withhold consent to judgment based on alleged non-compliance with Bankruptcy and Insolvency Act s. 244. The court emphasized that the motion sought enforcement of the settlement contract. The appeal was dismissed and the settlement enforced.

In Longarini v. Rankin, the Court dismissed a motion to extend the time to appeal an order striking a claim against lawyers as disclosing no reasonable cause of action.

Wishing everyone an enjoyable weekend.

John Polyzogopoulos
Blaney McMurtry LLP
416.593.2953 Email

Civil Decisions

Bello v. Hamilton (City), 2025 ONCA 758

Keywords: Torts, Negligence, Public Nuisance, Municipal Liability, Civil Procedure, Summary Judgment, Standard of Review, Municipal Act, 2001, S.O. 2001, c. 25, s. 44(8)(1) (2), Housen v. Nikolaisen, 2002 SCC 33, Mask v. Silvercorp Metals Inc., 2016 ONCA 641, McHardy v. Ball, 2013 ONSC 6564, MacDonald v. LeFebvre et al., [1962] O.R. 495 (C.A.), 32 D.L.R. (2d) 696, Bland v. The King, [1941] O.R. 273, [1941] 4 D.L.R. 414 (C.A.); Falkner (Litigation Guardian of) v. Wasaga Beach (Town) (2004), 50 M.P.L.R. (3d) 277 (Ont. S.C.), Pyke v. Calgary, 2023 ABCA 304, Ouellette v. The Corporation of the Town of Hearst (2004), 70 O.R. (3d) 204 (C.A.), 237 D.L.R. (4th) 504, Jacob v. Tilbury (Town) (1940), [1941] 1 D.L.R. 456 (Ont. C.A.), [1940] O.W.N. 530

Davies v. Jane, 2025 ONCA 752

Keywords: Family Law, Domestic Contracts, Separation Agreements, Setting Aside, Spousal Support, Civil Procedure, Procedural and Natural Justice, Insufficiency of Reasons, Family Law Act, R.S.O. 1990, c. F.3, s. 56(4), Divorce Act, R.S.C., 1985, c. 3 (2nd Supp.), ss. 15.2, 15.2(6), Courts of Justice Act, R.S.O. 1990, c. C.43, s. 134, Family Law Rules, O. Reg. 114/99, rr. 2(2), 2(3), Miglin v. Miglin, 2003 SCC 24, Cassidy v. McNeil, 2010 ONCA 218, Pustai v. Pustai, 2018 ONCA 785, Chee-A-Tow v. Chee-A-Tow, 2021 ONSC 2080, Penate v. Martoglio, 2024 ONCA 166, Lawson v. Lawson (2006), 81 O.R. (3d) 321 (C.A.), Crump v. Fiture, 2018 ONCA 439, Torgersrud v. Lightstone, 2023 ONCA 580, leave to appeal request abandoned, [2023] S.C.C.A. No. 464, Faiello v. Faiello, 2019 ONCA 710, LeVan v. LeVan, 2008 ONCA 388, Anderson v. Anderson, 2023 SCC 13, Dougherty v. Dougherty, 2008 ONCA 302, Lisa Ludmer v. Brian Ludmer, 2013 ONSC 784, var'd on other grounds, 2014 ONCA 827]

Binance Holdings Limited v. Ontario Securities Commission, 2025 ONCA 751

Keywords: Administrative Law, Judicial Review, Securities Regulation, Cryptocurrency, Investigations, Summonses, Constitutional Law, Freedom from Unreasonable Search and Seizure, Securities Act, R.S.O 1990, c. S.5, ss. 1(1), 11(1)(a), 13, 144(1), Securities Commission Act, 2021, S.O. 2021, c. 8, Sched. 9, s. 25, Canadian Charter of Rights and Freedoms, s. 8, Part I of the Constitution Act, 1982, being Schedule B to the Canada Act 1982 (UK), 1982, c 11, Combines Investigation Act, R.S.C. 1970, c. C-23, s. 17, Federal Child Support Guidelines,SOR/97-175, Courts of Justice Act, R.S.O. 1990, c. C.43, s. 134(1)(a), Income Tax Act, R.S.C. 1952, c. 148, s. 231, Rules of Civil Procedure, r. 53.04, RJR-MacDonald Inc. v. Canada (Attorney General), [1994] 1 S.C.R. 311, Doré v. Barreau du Québec,2012 SCC 12, Hunter et al. v. Southam Inc., [1984] 2 S.C.R. 145, British Columbia Securities Commission v. Branch, [1995] 2 S.C.R. 3, Thomson Newspapers Ltd. v. Canada (Director of Investigation and Research, Restrictive Trade Practices Commission), [1990] 1 S.C.R. 425, R. v. McKinlay Transport Ltd., [1990] 1 S.C.R. 627, Goodwin v. British Columbia (Superintendent of Motor Vehicles), 2015 SCC 46, York Region District School Board v. Elementary Teachers' Federation of Ontario, 2024 SCC 22, Bell ExpressVu Limited Partnership v. Rex, 2002 SCC 42, B (Re), 2020 ONSEC 21, Universal Settlement International Inc. (Re), (2003), 26 O.S.C.B 1307, Bogaerts v. Ontario (Attorney General),2019 ONCA 876, Law Society of Alberta v. Sidhu, 2017 ABCA 224, Power Workers' Union v. Canada (Attorney General), 2024 FCA 182, Strickland v. Canada (Attorney General), 2015 SCC 37, Yatar v. TD Insurance Meloche Monnex, 2024 SCC 8, Canadian Pacific Ltd. v. Matsqui Indian Band, [1995] 1 S.C.R. 3, Dunsmuir v. New Brunswick, 2008 SCC 9, Mathur (Litigation guardian of) v. Ontario, 2024 ONCA 762, Alberta (Human Rights Commission) v. Alberta Blue Cross Plan, 1983 ABCA 207, Canada (Director Of Investigation and Research) v. Can. (Restrictive Trade Practices Comm), (1985), 18 D.L.R. (4th) 750 (Fed. C.A.), British Columbia (Securities Commission) v. Stallwood, (1995), 7 B.C.L.R. (3d) 339 (B.C. Sup. Ct.), North America Frac Stand. Inc. (Re),2020 ABASC 40, Ramos v. Ontario (Independent Police Review, Director), 2012 ONSC 7347 (Div. Ct.), Commission scolaire francophone des Territoires du Nord-Ouest v. Northwest Territories (Education, Culture and Employment), 2023 SCC 31

Alyange Holdings Inc. v. Dewdney Mountain Farms Ltd., 2025 ONCA 757

Keywords: Contracts, Real Property, Mortgages, Civil Procedure, Settlements, Enforcement, Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, s. 244(1), Rules of Civil Procedure, r. 49.09, Deschenes v. Lalonde, 2020 ONCA 304, Mohammed v. York Fire and Casualty Insurance Co. (2006), 79 O.R. (3d) 354 (C.A.), 917488 Ontario Inc. v. Sam Mortgages Ltd., 2013 ONSC 2212

Longarini v. Rankin, 2025 ONCA 756

Keywords: Torts, Breach of Confidence, Settlement Privilege, Civil Procedure, Striking Pleadings, No Reasonable Cause of Action, Appeals, Extension of Time, Security for Costs, 1250264 Ontario Inc. v. Pet Valu Canada Inc., 2015 ONCA 5, Laski v. Laski, 2016 ONCA 337, Wardlaw v. Wardlaw, 2020 ONCA 286, TT Pharmaceutical Holdings, Inc. v. Rapid Dose Therapeutics Inc., 2019 ONCA 1018, Odhavji Estate v. Woodhouse, 2003 SCC 69, Augier v. Vis, 2011 ONSC 4583, R. v. Leipert, [1997] 1 S.C.R. 281, R. v. Nestle Canada Inc., 2015 ONSC 810, Miguna v. Ontario, (2005), 262 D.L.R. (4th) 222 (Ont. C.A.)

Short Civil Decisions

863880 Ontario Limited v. Canadian Pacific Railway Company, 2025 ONCA 755

Keywords: Property, Torts, Nuisance, Negligence, Environmental Contamination, Civil Procedure, Summary Judgment, Limitation Periods, Discoverability, Hamilton (City) v. Metcalfe & Mansfield Capital Corp., 2012 ONCA 156

Devonport v. Devonport, 2025 ONCA 753

Keywords: Wills and Estates, Subjective Intention, Anti-Lapse Provision, Pre-Deceased Beneficiary, Succession Law Reform Act, R.S.O. 1990, c. S.26, s.31.

Equitable Bank c. Bitchoka, 2025 ONCA 759

Keywords: Contracts, Real Property, Mortgages, Enforcement, Power of Sale, Civil Procedure, Summary Judgment, Appeals, Stay Pending Appeal, Rules of Civil Procedure, r. 20.02(2), Dramel Limited v. Multani, 2023 ONCA 540, RJR-MacDonald Inc. v. Canada (AG), [1994] 1 S.C.R. 311, Hryniak v. Mauldin, 2014 SCC 7, Morguard Residential v. Mandel, 2017 ONCA 177

CIVIL DECISIONS

Bello v. Hamilton (City), 2025 ONCA 758

Counsel:

R. Trenker and N. Todorovic, for the appellant

Jay Skukowski and Ned Bozalo, for the respondent

facts:

The appellant suffered a catastrophic spinal cord injury in a cycling accident in 2019. Unfortunately, neither the lead cyclist nor Mr. B, who was riding second, saw until the last seconds that the ground around the culvert had been badly eroded, creating a large hole. The lead cyclist saw the hole at the last moment and successfully swerved to the right to avoid it. Mr. B, right behind him, swerved to the left and fell. Mr. B broke his neck and suffered complete tetraplegia. Mr. B must now use a wheelchair and will need care for the rest of his life.

Mr. B brought an action against the City of Hamilton alleging negligence and, in the alternative, public nuisance for failure to maintain the road. The City brought a summary judgment motion seeking to have the action dismissed under s. 44(8) of the Municipal Act, which provides that "no action shall be brought against a municipality for damages caused by ... (b) any construction, obstruction or erection, or any siting or arrangement of any earth, rock, tree or other material or object adjacent to or on any untravelled portion of a highway". The motion judge found that s. 44(8) barred the claim on the basis that the accident occurred on an "untravelled portion" of the highway. The motion judge allowed the motion and dismissed the action.

issue:

Did the motion judge err in determining that the appellant's claim is barred by s. 44(8) of the Municipal Act?

holding:

Appeal allowed.

reasoning:

Yes, the motion judge erred in determining that the appellant's claim was barred by s. 44(8) of the Municipal Act. The Court stated that what constitutes the correct interpretation of the "untravelled portion of a highway" in s. 44(8) of the Municipal Act, was a question of law, reviewable on a standard of correctness. Accordingly, where the law applied to the factual matrix proceeds from an error in statutory interpretation, it constitutes an error in law reviewable for correctness.

Section 44(8) of the Municipal Act provides municipalities with the means to summarily defeat certain actions without the necessity of a trial. No action is permitted where the cause of damage is located within "the untravelled portion" of the highway. The authoritative interpretation of the predecessor provision to s. 44(8) – a provision using nearly identical language, although framing the exclusion in terms of the "travelled portion" instead of the obverse, "untravelled" – was set out by the Court in 1962 in MacDonald v. LeFebvre et al. In that decision, the Court affirmed a finding of the trial judge that the travelled portion of a highway comprises that part of a highway that is "limited to that portion that has been provided and is intended for ordinary and normal use for that purpose, or which has in fact been commonly and habitually used by the public for that purpose." The Court resolved the ambiguity in the meaning of "travelled" by holding that the legislature intended that the predecessor to s. 44(8) would not apply if the municipality intended that the portion of the highway in question be used for ordinary and normal travel or if the public commonly and habitually used that portion for ordinary and normal travel. The Court stated that MacDonald thus interpreted the section as allowing for the possibility that a portion of the highway, although perhaps not intended for ordinary travel, was nevertheless used that way, and if so, the municipality could not resort to the statutory exclusion.

The Court outlined that the second branch of MacDonald could require a difficult factual determination, particularly in the context of travel by means other than motor vehicle. As the case law interpreting s. 44(8) and its predecessors had developed, it allowed for informal paths to become travelled by pedestrians and cyclists where not otherwise proscribed. The Court found that whatever the standard, the saliant issue was actual use.

The Court outlined that such a finding would not end the liability inquiry. It would simply require the municipality to answer the plaintiff's case. In the case at bar, the Court found that the motion judge erred by departing from the factual standard established in MacDonald. What the motion judge had to resolve was whether the place the accident occurred was nevertheless commonly and habitually used by the public for travel. The motion judge did not address that question, but instead asked whether it was reasonably foreseeable that cyclists would use it in this way. The application of the wrong legal test was an error of law.

Davies v. Jane, 2025 ONCA 752

[Miller, Zarnett and Madsen JJ.A.]

Counsel:

C.E.J., acting in person

E. Murray, for the respondent

facts:

This appeal arose from an order setting aside a separation agreement under s. 56(4) of the Family Law Act (the "FLA"), and alternatively under s.15.2 of the Divorce Act. After a 21-year marriage, the parties separated on December 31, 2014. The husband had been the sole income-earner throughout much of the relationship, while the wife managed the home and cared for the couple's four children. She also dealt with numerous autoimmune conditions and had not worked outside the home since 1992.

Upon separation, the parties signed two separation agreements, the second of which was the basis for this litigation. The second agreement provided that the husband would pay his former wife $28,800 in annual spousal support ($1,108 paid bi-weekly). It contained an impugned cohabitation clause which stated that the husband's support obligations would cease upon the wife's remarriage, entry into a cohabitation relationship resembling marriage for at least three years, or her death. At the time of separation, the couple obtained a lawyer to help transfer the family home into the husband's name to avoid foreclosure. This same lawyer drafted the first and second separation agreements, under a joint retainer where he assisted both parties with the contract negotiations. Eventually the lawyer informed the couple that he could not continue to represent them both, thereafter remaining counsel to the wife while the husband represented himself.

At trial, the wife contested the enforcement of the second separation agreement, particularly the cohabitation clause, though she testified that she understood this clause when she entered the domestic contract. The drafting lawyer testified that the husband drove the negotiation process but commented that he noticed nothing suggesting any coercion of the wife. In the lawyer's view, both parties indicated satisfaction with the finalized contract. The trial judge grounded his decision in s. 56(4) of the FLA, which allows a court to set aside a domestic contract in certain enumerated circumstances. He also put forth an alternative analysis based on the Divorce Act and the Supreme Court decision in Miglin. Miglin instructs that a court may override spousal support terms of an otherwise valid domestic contract where continued reliance on the terms would be unacceptable. The trial judge set aside the second agreement under s. 56(4), concluding that incomplete financial disclosure, the couple's shared legal counsel during contract negotiations, and the wife's vulnerabilities combined to make the agreement significantly unfair. The limited advice provided by the shared lawyer was insufficient to overcome the imbalance of bargaining power between the parties. Moreover, the trial judge held that the agreement failed both stages of the Miglin test and ought to be set aside for failing to meet the equitable sharing objectives of the Divorce Act. In the result, the trial judge set spousal support afresh at an increased $3,616 per month, ordered an equalization payment from husband to wife amounting to $69,849.35, and ordered the husband to obtain life insurance of at least $800,000 to secure his support obligations.

On appeal, the husband submitted that Abrams J. made procedural errors, errors in fact, and incorrectly applied both s. 56(4) of the FLA and the Miglin decision. The wife conceded that the husband's appeal should succeed regarding the equalization payment, which was calculated without supporting evidence. Procedural concerns emerged since the trial judgment was released almost two years following the conclusion of trial and quoted heavily from the wife's written submissions, with little reference to the husband's arguments. The parties requested that, if the appeal were entirely or partially successful, the appeal court substitute its own judgment on the record instead of ordering a new trial.

issues:

What was the impact of the procedural irregularities raised by the husband?
Did the trial judge err in setting aside the second separation agreement in its entirety pursuant to s. 56(4) of the FLA?
Did the trial judge err in applying s. 15.2 of the Divorce Act?
What were the appropriate support terms, if any?

holding:

Appeal allowed in part.

reasoning:

Deference could not be afforded to the trial decision, due to the inordinate delay in the release of reasons and the trial judge's extensive duplication of the wife's submissions with little to no reference to the husband's submissions. The Court emphasized that adequate, timely reasons are not only a precondition for appellate deference but also a basic entitlement of every litigant. The trial judge's equalization decision was obviously incorrect and unsubstantiated, merely replicating the wife's erroneous arguments on this point. Such procedural flaws did not justify setting aside the trial judgment in its entirety. Instead, the Court varied the decision to accord with the record and relevant law.
Yes. The Court freshly analyzed the application of s. 56(4) of the FLA, concluding that the trial judge erred in setting aside the second domestic contract pursuant to the statute. Here, the burden fell on the wife to show that at least one of the three s. 56(4) conditions had been met, namely a) a failure to disclose significant assets, debts or other liabilities, b) a party's failure to understand the agreement's nature or consequences, or c) the contract should be set aside otherwise in accordance with contractual doctrine. Even where a criterion is met, judges retain discretion to decide whether to set aside the agreement. While a lack of independent legal advice can undermine a domestic contract, it does not automatically do so. The Court emphasized that domestic contracts are to be encouraged, such that courts should consider whether flaws in negotiation actually led to prejudice justifying setting aside the agreement. Though there were flaws in the negotiation process on these facts, the flaws were insufficient to nullify the parties' apparent consent and to invalidate the separation agreement. While the trial judge found there was incomplete financial disclosure, the Court held it did not fulfill s. 56(4)(a), as there was no evidence of specific prejudice to the parties. Section 56(4)(b) was not met, since the record revealed that the wife understood the nature and implications of the second separation agreement, despite the problematic shared legal representation. Finally, the Court turned to s. 56(4)(c), which encompasses contractual doctrine including unconscionability, undue influence, mistake, duress and misrepresentation. Holding that it was clear that the wife was vulnerable, the Court nevertheless declined to validate the wife's duress argument, as there was no evidence of coercion, domination, or the husband benefiting from the wife's vulnerabilities.
No. The Court upheld the trial judge's alternative conclusion based upon the Divorce Act and Miglin, insofar is it related to spousal support. Miglin established a two-stage inquiry where a support application is made in the face of a valid separation agreement. At the first stage, a court considers the circumstances surrounding the agreement's negotiation to determine whether they are satisfactory. Then the court, looking at the agreement in its totality, asks whether the substance of the contract substantially complies with the Divorce Act objective of equitable sharing of the economic consequences of marriage. If an agreement passes the first Miglin stage, the inquiry proceeds to considering the parties' circumstances at the time of the spousal support application. Only where the circumstances significantly depart from the reasonable outcomes anticipated under the contract, putting its enforcement at odds with the Divorce Act's underlying policy, will the Court give the contract little weight in determining support. The Court affirmed the trial judge's finding that the spousal support terms failed at the first Miglin stage. While the negotiation circumstances did not justify setting aside the contract, the joint retainer and lack of evidence that the wife was advised about the strength of her entitlements in light of her vulnerabilities was concerning. Hence, the Court concluded the second agreement did not substantially comply with Divorce Act objectives, and the clause which would summarily suspend support upon cohabitation could not stand. The wife's indefinite entitlement to spousal support on a compensatory basis emerged from undisputed evidence that she had not worked outside the home for over twenty years, was the primary caregiver for the couple's four children, and lived with multiple chronic illnesses. Having failed the first Miglin stage, it was unnecessary to consider the trial judge's further conclusion that the agreement also failed the second stage.
The Court adjusted the parties' original bargain only to the extent necessary to bring the agreement in substantial compliance with the Divorce Act. This was in contrast to the trial judge, who essentially disregarded and replaced the contract. Retaining the original amount of spousal support, the Court removed the cohabitation clause such that support payments would continue indefinitely until the wife's death. Additionally, the Court set aside the trial judge's order that the husband obtain life insurance securing support in the amount of $800,000, deeming this amount excessive and restoring the original negotiated insurance amount of $200,000.

Binance Holdings Limited v. Ontario Securities Commission, 2025 ONCA 751

[Miller, Paciocco and Coroza JJ.A.]

Counsel:

G. Hamilton, T. Markin, B. Taylor and N. Paunic, for the appellant

A. Dantowitz and K. Gustafson, for the respondent

facts:

The appellant, Binance Holdings Limited ("Binance") is a Cayman Islands corporation that operates an online crypto asset trading platform used by thousands of Ontario investors. The Ontario Securities Commission (the "Commission") launched an investigation into alleged violations of the Securities Act (the "SA") and issued a wide‑ranging summons (the "Summons"). Binance asserted that the Summons was so overbroad as to be unconstitutional and attempted to challenge it before the Capital Markets Tribunal (the "Tribunal"), the Divisional Court, and the Commission. Each body declined to address fully the constitutional validity of the Summons on its merits, and joined appeals were put before the Court. Commission staff took the position that unregistered crypto asset trading platforms doing business in Ontario were required to contact the Commission, which Binance failed to do. Binance later engaged in compliance discussions, gave assurances that proved to be inaccurate, and provided an Undertaking and Acknowledgement reserving the right of the Commission to take enforcement action. Staff were dissatisfied with follow‑up inquiries and obtained an Investigation Order appointing investigators. An investigator issued the Summons requiring "documents and other things" including confirmation of fees and revenue, the number of Ontario accounts and aggregate value holdings, a description of methodology, and "all communications regarding Ontario (or Canada generally)" among Binance personnel.

On May 18, 2023, Binance filed an application with the Tribunal seeking an order revoking the Investigation Order and the Summons pursuant to s. 144(1) of the SA. The Tribunal found it did not have jurisdiction to make the requested order under s. 144(1). Binance filed an appeal and an application for judicial review, seeking an order to stay and obtained an "interim stay." It then abandoned its appeal, arguing only the stay application, which was denied. Binance brought an urgent motion to set aside, which the Divisional Court refused to schedule, and directed that the set aside motion would be heard along with the judicial review application. Binance began complying with the Summons, disclosing tens of thousands of pages of material, from which the Divisional Court heard the judicial review application along with the set aside motion.

The Divisional Court denied Binance's judicial review application, rejected its abuse of process and estoppel arguments, determined that the Tribunal had concluded that s. 144(1) "expressly contemplated an application to the Commission", declined to resolve Binance's Charter challenge and dismissed the set aside motion. Binance filed an application for leave to appeal and brought a s. 144(1) application to the Commission. The Commission concluded it did not have jurisdiction under s. 144(1), from which decision Binance again appealed. Leave to appeal was granted, a motion elevating the appeal from the Commission was granted and that appeal was joined with the appeal of the Divisional Court decision.

issues:

Did the Commission err in finding that it did not have jurisdiction under s. 144(1) of the SA to revoke or vary the Summons?
Did the Divisional Court err in declining to set aside the denial of the stay pending judicial review?
Did the Divisional Court err in declining judicial review of the Charter arguments?
Should the Court address the Charter arguments, and if so: (a) is the Summons an unreasonable seizure; (b) did the Summons go beyond the authority to investigate provided in s. 13 of the SA, and (c) was the discretion to issue the Summons exercised reasonably?

holding:

Appeal allowed in part.

reasoning:

No. Binance first argued that the Divisional Court resolved this question in its September 28, 2023, decision by concluding that the Commission had jurisdiction under s.144(1) to revoke or vary summonses and therefore the Commission erred by treating the issue as open. Second, it urged that s. 144(1) provided the Commission with jurisdiction to make the order, and therefore the Commission erred in deciding otherwise.

(1) Did the Divisional Court find that the Commission had s.144(1) jurisdiction to revoke or vary a s. 13 summons?

No. The Court held that the Divisional Court did not affirmatively find that the Commission had jurisdiction to make the s. 144(1) order that Binance was seeking and relied on what it concluded to be the Tribunal's finding to this effect without engaging in any examination of s. 144(1). The Court therefore did not accept that the Commission erred by failing to follow a binding decision of the Divisional Court that the Commission had jurisdiction to make the requested order, as there was no such binding decision.

(2) Did the Commission err in its interpretation of the statute?

No. The Court was persuaded that the Commissioner correctly interpreted the statute and found that the Commission did not have s. 144(1) jurisdiction to vary or revoke a s. 13 summons issued by an appointed investigator. The Court disagreed with the general contextual argument that s. 144(1) should be interpreted to enable the Commission to vindicate Charter rights by revoking or varying a summons. It agreed that the ordinary, grammatical meaning and the definition of "decision" supported that a decision to issue a summons pursuant to s. 13 was a decision of the person appointed and not of the Commission. The Court disagreed with Binance that the investigator "is the Commission," finding that the apparent scheme of the SA created a separation between those who investigate and the Commission and concluded that an investigator did not conduct the investigation "as the Commission". Finally, the Court found that policy considerations and the Capital Markets Modernization Taskforce report did not support interpreting s. 144(1) to confer that authority, and that the legislature did not change the relevant provisions of the SA or recognize a right to have summonses reviewed by the Commission or Tribunal.

No. Binance attempted to parlay Leiper J.'s alleged "error of law" into a challenge to the Divisional Court's decision to deny its set aside motion, making two related submissions that the Court did not accept. First, the stay that Binance sought would have expired with the release of the Divisional Court decision, so there was no point in the Divisional Court addressing the set aside order on its merits and it was not required to do so before dismissing the set aside motion. Second, both of Binance's arguments were based upon its claimed constitutional right in regulatory cases to a reasonable opportunity to challenge a production order before compliance based on the principles from Hunter v. Southam. The Court was not persuaded that this "right" even exists, and the authorities showed that judicial oversight was simply a consideration in the reasonableness analysis. The Court was of the view that there was no freestanding constitutional right to challenge a regulatory production order.
Yes. The Court was persuaded that the Divisional Court erred in principle in declining judicial review of Binance's Charter arguments and that its decision was an unreasonable exercise of discretion. The Divisional Court denied judicial review based on a mere possibility that Binance might have an alternative path to obtaining relief, without any exploration of the adequacy of that relief. The discretion to decline judicial review when some other, more suitable remedy is available required that there be an adequate alternative remedy, but the Divisional Court failed to apply either of the two parts of the Strickland test. The Divisional Court was aware that there was no stay of the Summons, and that Binance was seeking a ruling on the constitutional validity of the Summons before delivering masses of documents. It was also aware that an application to the Commission would be unproductive and that, if the Commission ultimately declined jurisdiction, no record would be created, and no decision would be made on the merits.
Yes. The Court determined that Binance was entitled to rely upon s. 8 of the Charter to protect the modest but reasonable expectation of privacy it has in its business documents from unreasonable seizure. The Court decided to resolve the constitutional validity of the Summons itself under s. 134(1)(a) of the Courts of Justice Act rather than remit the undecided issues, because the breadth and legality of the Summons could be determined on the existing record and the Divisional Court has no institutional advantage over the Court of Appeal. The Court emphasized that resolving the constitutional question would not deprive anyone of an appeal, as leave would be required in any event, and that prompt resolution was warranted to address ongoing delay and uncertainty. This was particularly the case given Binance's sustained, non‑irresponsible efforts since May 2023 and the Commission's continued possession of documents that were the subject of Binance's challenge.

(a) Is the Summons an unreasonable seizure?

Yes. The Court held that an investigator's power under s. 13 of the SA was limited to compelling only documents that may be relevant to a properly authorized inquiry, and that a seizure lacking a reasonable foundation of relevance was overbroad and unreasonable under s. 8 of the Charter. It found the Summons unconstitutionally overbroad, particularly because Paragraph 4 of Schedule A demanded "all communications" across a sweeping set of people, entities, and Canadian geography over a multi‑year period without subject‑matter limits.

Applying the regulatory adaptation of Hunter v. Southam, the Court explained that while "strict" relevance is not required in regulatory production orders, s. 8 still demands that materials be relevant to the inquiry in progress and that production demands be no broader than necessary and sufficiently specific. It rejected the Commission's contention that s. 13 carried no relevance limitation and read McKinlay Transport and Thomson as supporting a constitutional requirement that compelled that production be confined to documents that may be relevant, judged by purpose and scope. The Court further rejected the Commission's arguments based on Binance's low privacy expectation, exploratory needs and the claim it could not assess relevance without first seeing all documents, concluding that regulators must instead target categories reasonably likely to contain relevant material. The Court also declined to infer that Binance's conduct justified nationwide, all‑communications demands, noting Binance's substantial production and procedural steps. Ultimately, the Court concluded the Summons was unduly broad, burdensome, and constituted an unreasonable seizure.

(b) Did the Summons go beyond the authority provided in s. 13 of the SA?

Not decided. The Court stated that s. 13 of the SA authorized a person conducting an investigation to summon and compel testimony and to summon and compel any person or company to produce documents and other things. Binance argued that the first three demands required "information," not testimony, documents or other things. The Commission did not argue that s. 13 empowered it to demand information, other than through compelled testimony, and said this controversy was resolved by an understanding that the first three demands should be understood as demands for documents. Leiper J. interpreted the Summons in this way and concluded that when the Summons was read as a whole, it did not demand information but only documents in the custody or possession of Binance. Given the Commission's concession, the Court decided it need not resolve this issue and did not allow this ground of appeal. The Court did observe that the Summons was arguably anything but clear, recorded its concerns for consideration by the Commission going forward and discouraged the use of this kind of language in a summons.

(c) Was the discretion to issue the Summons exercised reasonably?

Yes. The Court held that the Doré framework can apply when administrative decisions engage Charter values. However, it was persuaded that the issues before it were not governed by the Doré test but by the legal standards established under s. 8 of the Charter, which provide a dedicated methodology for assessing the constitutional validity of searches and seizures. The Court expressed the view that the Doré standards added nothing to the case and could only confuse the law if applied in this context. The Court's views were assisted by the majority decision in York Region, which applied a correctness standard based on the requirements of s. 8 of the Charter.

Ultimately, the Court held that the Divisional Court erred in the exercise of its discretion not to judicially review the Charter issues and found that the Summons authorized an unreasonable search. It held it would not be fitting to edit the Summons. The Court therefore set the Summons aside without prejudice to the investigator to generate a Charter compliant summons, and ordered the documents seized pursuant to the invalid Summons to be returned to Binance.

Alyange Holdings Inc. v. Dewdney Mountain Farms Ltd., 2025 ONCA 757

[Gillese, Favreau and Rahman JJ.A.]

Counsel:

R. Mazar, for the appellants

E. Turkienicz and A. Ribarich, for the respondent

facts:

Dewdney Mountain Farms Ltd. ("Dewdney") was the registered owner and mortgagor of a rural property located in Bobcaygeon, Ontario (the "Property"). Alyange Holdings Inc. ("Alyange") held a second mortgage on the Property. P. R. was Dewdney's owner and operator. He and his wife C.R. occupied the Property. They were the guarantors of the second mortgage. Together they are the "Appellants".

Alyange started mortgage enforcement proceedings against the Appellants. The parties resolved the proceedings by means of a settlement agreement. Alyange performed its obligations under the Settlement Agreement, but the Appellants refused to provide them with consent to judgment, as required by the Settlement Agreement. The stated reason for their refusal was that the Settlement Agreement was unenforceable because Alyange had not complied with the notice requirements in s. 244(1) of the Bankruptcy and Insolvency Act (the "BIA") before taking steps to enforce its mortgage charge.

Alyange then moved under r. 49.09 of the Rules of Civil Procedure for enforcement of the Settlement Agreement. The motion judge observed that a settlement agreement is a contract that may be enforced by the court and there is a strong presumption in favour of the finality of settlements. As a contract, a settlement agreement may be rescinded for fraud, misrepresentation, duress, undue influence, unconscionability, or mistake. The motion judge found that none of those vitiating factors were present in the case before her.

The motion judge found that the Appellants relinquished their position that Alyange's action was a nullity when they entered into the Settlement Agreement. At that time, the Appellants were represented by counsel and they chose not to pursue their claim about notice, which they had raised in their statement of defence. The motion judge relied on the fact that the parties had partially performed the terms of the Settlement Agreement in deciding to enforce it.

issue:

Did the motion judge err in finding that the issues could be resolved solely on the basis of the Settlement Agreement?

holding:

Appeal dismissed.

reasoning:

No, the motion judge did not err. The Court found that the appeal could be resolved solely on the basis of the Settlement Agreement and saw no basis for appellate intervention.

The motion judge articulated the correct legal principles for determining whether to enforce a settlement agreement and was correct in finding that there was nothing in the record that could be seen to vitiate the validity of the Settlement Agreement.

The motion judge's findings were fully open to her on the record. The Appellants disputed only one of those findings, namely, that they had given up any claim based on s. 244 when they entered into the Settlement Agreement. The Court as agreed with the motion that the Appellants were represented by counsel when they entered into the Settlement Agreement and must have been fully aware of that defence, having relied on it in their statement of defence.

Longarini v. Rankin, 2025 ONCA 756

[Thorburn J.A.]

Counsel:

TL, acting in person

E. Rankin and J. Obara, for the responding parties/moving parties by way of cross-motion, E. Rankin, T.D. Marshall, M. Marshall

L. McLellan, for the responding party, L. Wilhelm

Keywords: Torts, Breach of Confidence, Settlement Privilege, Civil Procedure, Striking Pleadings, No Reasonable Cause of Action, Appeals, Extension of Time, Security for Costs, 1250264 Ontario Inc. v. Pet Valu Canada Inc., 2015 ONCA 5, Laski v. Laski, 2016 ONCA 337, Wardlaw v. Wardlaw, 2020 ONCA 286, TT Pharmaceutical Holdings, Inc. v. Rapid Dose Therapeutics Inc., 2019 ONCA 1018, Odhavji Estate v. Woodhouse, 2003 SCC 69, Augier v. Vis, 2011 ONSC 4583, R. v. Leipert, [1997] 1 S.C.R. 281, R. v. Nestlé Canada Inc., 2015 ONSC 810, Miguna v. Ontario, (2005), 262 D.L.R. (4th) 222 (Ont. C.A.)

facts:

In July 2023, the proposed appellant laid a criminal complaint against her former business partner. The partner retained Ms. Wilhelm as defence counsel. The partner had previously commenced an oppression application and a defamation action against the proposed appellant. T. D Marshall and M. Marshall (collectively the "Marshalls") acted for the partner in the oppression proceeding.

On July 26, 2024, in the context of a pending motion to disqualify the Marshalls, the proposed appellant emailed Mr. Rankin, counsel appointed by LawPRO as agent to argue the motion. The email proposed a payment of $2.3 million "inclusive" and, in exchange, stated that she would "drop ALL the legal matters in their entirety, including the HRTO application, criminal charges and provide a full and final release." Mr. Rankin forwarded the email to Ms. Wilhelm, who sent it to the Crown. The Crown withdrew the criminal charges. It did so, at least in part, because of the contents of the email.

On November 8, 2024, the proposed appellant commenced an action against Ms. Wilhelm, Mr. Rankin, and the Marshalls. She sought damages for breach of confidence arising from the disclosure of the email.

On May 30, 2025, the motion judge struck the amended statement of claim in its entirety. He found no reasonable cause of action. He denied leave to amend and held that the email was not protected by settlement privilege due to unambiguous impropriety. He also held that, in any event, the "full answer and defence" exception applied and that the pleading did not allege misuse as required for breach of confidence. He found no compensable harm.

The proposed appellant moved to the Court to extend the time to appeal the strike order and the costs order.

issue:

Should the Court extend the time to appeal the strike and costs order?

holding:

Motion dismissed.

reasoning:

No. The Court applied the settled test for extending time to appeal. The overarching question was whether "the justice of the case" required an extension: 1250264 Ontario Inc. v. Pet Valu Canada Inc. The Court considered the relevant factors, including the merits of the proposed appeal. Lack of merit alone could justify refusing an extension: Enbridge Gas Distribution Inc. v. Froese, at para. 16.

The Court found no merit in this case. The motion judge correctly struck the claim for breach of confidence. The three conjunctive elements of breach of confidence were not made out. First, the motion judge found no detriment. The withdrawal of criminal charges did not constitute compensable harm: Odhavji Estate v. Woodhouse, at para. 40. The Crown decided whether to continue or withdraw charges. Prosecutions were conducted on behalf of society. A complainant had no right to a conviction. The alleged disclosure to the Human Rights Tribunal of Ontario occurred after the charges were withdrawn and could not have caused the asserted harm.

Second, settlement privilege did not attach. The email contained egregious threats and unambiguous impropriety. The public interest in exposing impropriety outweighed the policy underpinning settlement privilege. In the alternative, the "full answer and defence" principle justified disclosure. Where evidence might assist an accused in making full answer and defence, it trumped the policy of settlement privilege. The information in the email was at least possibly useful to the accused. The motion judge did not misstate or misapply the governing authorities.

Third, the pleading did not allege misuse of the information within the meaning of breach of confidence. The disclosure to the Crown, in the circumstances, did not amount to misuse. The proposed appellant's submission that the offer related to supposed financial crimes was not borne out by the text of the email. The email expressly tied payment to withdrawing the sexual assault charges and other legal proceedings. No financial charges had ever been laid. Accordingly, refusal of leave to amend was justified. There was no prospect of curing the defects by amendment. The proposed appellant did not suggest further material facts that could overcome the legal obstacles identified by the motion judge. The Court declined to consider materials tendered as fresh evidence. The record pertained to a motion to strike, on which evidence was inadmissible. In any event, the proffered material was irrelevant.

Given the absence of merit, the motion to extend time was dismissed. It was unnecessary to address the cross-motions for security for costs. The Court awarded the Rankin respondents $8,000 in costs, having regard to success and the proposed appellant's impecuniosity.

SHORT CIVIL DECISIONS

863880 Ontario Limited v. Canadian Pacific Railway Company, 2025 ONCA 755

[Huscroft, Copeland and Rohman JJ.A.]

Counsel:

J. Buhlman, M. Statham and L. Boritz, for the appellant

R. H. Cooper and N. R. Carmichael, for the respondent

Devonport v. Devonport, 2025 ONCA 753

[Copeland, Wilson and Pomerance JJ.A.]

Counsel:

L. J. Tupman, J. Dilworth and D. Nassrallah, for the appellant

L. Catherine Storms and E. Lay, for the respondent

Keywords: Wills and Estates, Subjective Intention, Anti-Lapse Provision, Pre-Deceased Beneficiary, Succession Law Reform Act, R.S.O. 1990, c. S.26, s.31.

Equitable Bank c. Bitchoka, 2025 ONCA 759

[Thorburn J.]

Counsel:

JB, in person

J. M. Dubois and M. Nemr, for the respondent

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be ought about your specific circumstances.

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Court Of Appeal Summaries (November 3 – 7, 2025)

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Alyange Holdings Inc. v. Dewdney Mountain Farms Ltd., 2025 ONCA 757

Longarini v. Rankin, 2025 ONCA 756

CIVIL DECISIONS

SHORT CIVIL DECISIONS

Litigation, Mediation & Arbitration

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